AI Earnings Predictions for System1 Inc. (SST)

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Exhibit 99.1

System1 Announces Second Quarter 2026 Financial Results and Launch of New Agentic Products

•Revenue of $30.2 million

•GAAP Gross Profit of $24.3 million, margin of 80%

•Adjusted Gross Profit of $25.5 million, margin of 85%

•GAAP Net Loss of $15.3 million

•Adjusted EBITDA of $1.9 million

LOS ANGELES, CA — August 5, 2026 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), which operates flagship internet utilities including CouponFollow, MapQuest, and Startpage, and a best-in-class customer acquisition and marketing platform powered by artificial intelligence, today announced its financial results for the second quarter of 2026. During the quarter, System1 launched a new suite of agentic AI products including MCP servers for MapQuest, its Dogpile search engine and its new IntentStream audience data platform, extending the Company's proprietary mapping, shopping and search data into the infrastructure AI agents rely on.

"The second quarter was a pivotal one for System1 as we signed a transformative agreement to cut our gross debt by half, and our Products business continued to demonstrate real operating strength," commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. "We also launched several new agentic data products, including our MapQuest and Dogpile MCP servers. As we head into the second half of 2026, we are focused on capitalizing on the tailwinds and initiatives powering our Products business while returning our Partner Network to growth mode."

Tridivesh Kidambi, Chief Financial Officer of System1, added, "Our Q2 results reflect our decision in late Q1 to significantly reduce marketing activity tied to search monetization across our owned and operated properties, leading to a planned decrease in year over year revenue but also driving adjusted gross margin up to 85% as a result of the higher-quality Products business generating the majority of our revenue and gross profit. The signing and closing of the debt exchange transaction sets us up to continue to invest in our Products business for the long-term while continuing to focus on operational efficiencies in our Partner Network business and cost structure in the short-term."

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

Second Quarter 2026 Highlights

•CouponFollow.com became the second-largest organic coupon site in Q2, reflecting continued strength in our SEO-driven traffic and market position.

•Startpage continued its user growth across both our core Startpage.com experience as well as our mobile browser app. Startpage.com user sessions and mobile sessions app sessions grew 31% and 63% year-over-year, respectively.

•MapQuest completed the rebuild of its RoadWarrior app on a unified React Native platform, bringing iOS and Android to feature parity while improving development efficiency. The release also introduced a redesigned brand and user experience that simplifies core workflows and better supports drivers' daily needs.

•The Company launched IntentStream, its audience data product which collects, enriches and packages first-party data across its network of owned & operated properties. IntentStream provides brands with real-time

pre-purchase intent signals, enabling them to reach consumers while purchase decisions are actively being made.

•System1 continued expanding its push into agentic AI through integration with LLMs:

◦MapQuest launched its Model Context Protocol ("MCP") Server, which exposes MapQuest's core location tools to any connected agent through conversational language inside the LLMs developers already work in. Developers point their agent at the server, authenticate with an API key, and the tools appear automatically, with no changes to MapQuest's underlying APIs.

◦The Company also launched Dogpile Fetch, a web search API and MCP server that routes AI agent queries to the best search backend.

About System1, Inc.

System1 operates flagship internet utilities including CouponFollow, MapQuest, and Startpage, and a best-in-class marketing platform powered by artificial intelligence, enabling third party publishers to monetize and maximize the value of user traffic across a wide range of advertising category verticals. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characteriz

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Exhibit 99.1

System1 Announces First Quarter 2026 Financial Results

•Revenue of $37.2 million

•GAAP Gross Profit of $23.3 million, Margin of 63%

•Adjusted Gross Profit of $28.2 million, Margin of 76%

•GAAP Net Loss of $57.6 million

•Adjusted EBITDA of $2.7 million

LOS ANGELES, CA – May 12, 2026 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), which operates flagship internet utilities including CouponFollow, MapQuest, and Startpage.com, and a best-in-class customer acquisition and marketing platform powered by artificial intelligence, today announced its financial results for the first quarter of 2026.

"This quarter marked an important reset for System1 as we narrowed our focus to where we see the greatest opportunities to win: the intersection of AI and consumer intent," commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. "With our best-in-class marketing platform and category-leading offerings, System1 is uniquely equipped to thrive as AI agents become a primary interface for shopping, search and travel. We are agile, focused, and ready to lead in the AI-driven future."

Tridivesh Kidambi, Chief Financial Officer of System1, added, "The actions we took this quarter are expected to deliver meaningful cost savings, while also improving our financial profile going forward. We also continue to make meaningful progress on right-sizing our capital structure, which we believe will give us greater flexibility to invest across our highest-return opportunities. We view this past quarter as a clear inflection point for both the year ahead and the future for our businesses, and we are well-positioned to drive stronger operating performance and long-term shareholder value."

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

First Quarter 2026 Highlights

•Significantly reduced our marketing activities for search monetization during the quarter to enable the Company to operate with greater focus, improved execution and adopt a lower go-forward cost structure.

•CouponFollow.com further enhanced its Content Management System with AI-powered tools, delivering fresher content, smarter code testing, and higher-quality coupons to help users save more time and money.

•Startpage.com continued to add key features to its core consumer experience, including sports updates as well as flight status and booking functionality.

•MapQuest.com delivered year-over-year organic traffic growth of 14%, and site-wide revenue growth of 23%, driven by several product releases focused on optimizing the consumer experience.

About System1, Inc.

System1 operates flagship internet utilities including CouponFollow, MapQuest, and Startpage.com, and a best-in-class marketing platform powered by artificial intelligence, enabling third party publishers to monetize and maximize the value of user traffic across a wide range of advertising category verticals. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1’s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Readers or users of this press release should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this press release should also carefully review the "Risk Factors" and other information included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2025, as well as our Form 10-Qs, Form 8-Ks and other reports filed with the Securities and Exchange Commission (the "SEC") from time to time. Please refer to these SEC filings for additional information regarding the risks and other factors that may impa

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Exhibit 99.1

System1 Announces Fourth Quarter and Full Year 2025 Financial Results

Full Year Results Demonstrate Strength of Platform in Challenging Operating Environment

Fiscal Year 2025 Financial Results:

•Revenue Decreased 23% Over Prior Year to $266.1 million

•Gross Profit Decreased 1% Over Prior Year to $100.4 million

•Adjusted Gross Profit Increased 1% Over Prior Year to $153.4 million

•Adjusted Gross Profit Margin Increased to 58% from 44% Year-Over-Year

•GAAP Net Loss Decreased 17% Over Prior Year to $81.2 million

•Adjusted EBITDA Increased 9% Over Prior Year to $41.9 million

Fourth Quarter Financial Highlights:

•Revenue Decreased 31% Over Prior Year to $51.9 million

•Gross Profit Decreased 33% Over Prior Year to $21.3 million

•Adjusted Gross Profit Decreased 22% Over Prior Year to $34.9 million

•Adjusted Gross Profit Margin Increased to 67% from 59% Over Prior Year

•GAAP Net Loss Decreased 1% Over Prior Year to $17.8 million

•Adjusted EBITDA Decreased 54% Over Prior Year to $8.2 million

LOS ANGELES, CA – March 11, 2026 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, today announced its financial results for the fourth quarter and full year 2025.

"Our full-year 2025 results demonstrate the strength and resilience of our platform and the disciplined execution of our team." said Michael Blend, System1’s Co-Founder & Chief Executive Officer. "While we experienced macro and market-specific headwinds in the fourth quarter, continued investment in our products and AI capabilities is positioning the business for long-term growth. We look forward to hosting a call in the near future to provide additional perspective on our strategy, performance, and opportunities ahead."

Tridivesh Kidambi, Chief Financial Officer of System1, added, "Despite a challenging operating environment in the fourth quarter, our full-year performance reflects solid execution against our strategic priorities combined with prudent financial resource management. In collaboration with our key stakeholders, we are continuing to evaluate opportunities to strengthen our balance sheet and optimize our capital structure. We believe this balanced approach positions us well for the future, and we look forward to discussing our financial results and broader corporate updates in the near future."

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

Fourth Quarter Business Highlights

•Startpage.com had 1.6 million daily active users in December 2025, up 42% year-over-year.

•Mapquest.com had 36 million sessions in December 2025, up 24% year-over-year.

•CouponFollow.com launched new AI-powered tools that enhance partnership performance by optimizing offer visibility and driving stronger results for brand partners across the platform.

About System1, Inc.

System1 operates several flagship brands across multiple consumer verticals, including shopping, travel and search, and a best-in-class customer acquisition and marketing platform powered by AI and machine learning. The Company's platform is omnichannel and omnivertical, delivering high-intent customers to its advertising partners to maximize their reach and effectiveness. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1's future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1's actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Readers or users of this press release should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this press release should also carefully review the "Risk Factors" and other information included in our A

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Exhibit 99.1

System1 Announces Third Quarter 2025 Financial Results

•Revenue Decreased 31% Year-Over-Year to $61.6 million

•GAAP Gross Profit Decreased 8% Year-Over-Year to $22.8 million

•Adjusted Gross Profit Decreased 4% Year-Over-Year to $36.1 million

•Adjusted Gross Profit Margin Increased to 59% from 42% Year-Over-Year

•GAAP Net Loss Improved 28% Year-Over-Year to $22.0 million

•Adjusted EBITDA Decreased 4% Year-Over-Year to $9.9 million

LOS ANGELES, CA – November 5, 2025 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, today announced its financial results for the third quarter of 2025.

"System1's business shift towards our higher margin Products segment continued, as Products are now a majority of our gross profit. Integrating AI across our business continues to drive meaningful gains, as we saw a significant improvement in overall gross margin and a continued higher reduction in operating expenses," commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. "While our marketing business was challenged due to product changes at our largest advertising partner Google, we are making strong progress shifting our marketing focus to a newer Google product where we believe we are the market leader. I’m proud of how our organization continues to adapt, innovate, and position System1 for long-term growth."

Tridivesh Kidambi, Chief Financial Officer of System1, added, "While recent results in our marketing business have been negatively impacted by product changes at our largest advertising partner, we remain confident in the underlying strength of our platform and strategy. Our ongoing investments in AI-driven automation and decision-making are already delivering operational efficiencies, and we believe these advancements position us strongly to navigate this dynamic landscape and deliver long-term value."

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

Third Quarter 2025 Highlights

•CouponFollow.com extended its reach in the European market, successfully launching beta versions of localized coupon content in Germany, France and Poland – marking key milestones in its global expansion strategy.

•MapQuest launched redesigned apps on iOS and Android, adding new features around route optionality, enhanced user preferences and CarPlay support.

•Startpage.com released Vanish Private AI Chat, a mobile app that provides access to ChatGPT, Claude, and Perplexity through Startpage’s signature proxy layer. Users’ IP addresses, queries, and conversations are not logged and remain private. Vanish is available on iOS and Android.

•1.org, System1’s charitable-focused search engine, released new gamification features to improve retention and secured its first nonprofit partnership with Guide Dogs of America | Tender Loving Canines.

•Earlier this year, the Company informed one of its traffic partners that a significant portion of its traffic delivered was invalid in origin. Our analysis was independently verified by trusted third parties in the space. This partner has thus far refused to provide a refund, and as a result the Company is committed to pursuing recovery through all available channels. System1 is committed to enforcing the highest standards

of traffic quality across all partners and to protecting the long-term interests of our advertisers and shareholders.

Given the current uncertainty related to one of our key advertising partners’ marketplaces, as well as the potential impact of broader volatility in online advertising demand, we do not plan to provide financial guidance for the fourth quarter of 2025.

About System1, Inc.

System1 operates several flagship brands across multiple consumer verticals, including shopping, travel and search, and a best-in-class customer acquisition and marketing platform powered by AI and machine learning. The Company's platform is omnichannel and omnivertical, delivering high-intent customers to its advertising partners to maximize their reach and effectiveness. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "coul

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Exhibit 99.1

System1 Announces Strong Second Quarter 2025 Financial Results

•Revenue Decreased 17% Year-Over-Year to $78.1 million

•GAAP Gross Profit Increased 7% Year-Over-Year to $27.9 million

•Adjusted Gross Profit Increased 6% Year-Over-Year to $41.0 million

•GAAP Net Loss Improved 38% Year-Over-Year to $21.5 million

•Adjusted EBITDA Increased 18% Year-Over-Year to $11.7 million

LOS ANGELES, CA – August 7, 2025 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, today announced its financial results for the second quarter of 2025.

"Our strong performance this quarter reflects System1's continued turnaround driven by AI adoption across our entire company," commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. "Our organic products, led by Startpage, MapQuest, and CouponFollow, had another strong quarter marked by accelerating revenue growth and margin expansion. While our marketing division continues to navigate a volatile advertising landscape, our continued investment in our Marketing platform has put us in a strong position to deliver sustained value."

Tridivesh Kidambi, Chief Financial Officer of System1, added, "We are pleased with our second quarter financial results, specifically our 6% and 18% year-over-year increase in adjusted gross profit and adjusted EBITDA, respectively. These results underscore the resilience of our business model, our ability to innovate in changing marketing conditions and our continued focus on long-term value creation."

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

Second Quarter 2025 Highlights

•Products segment revenue grew 34% year-over-year to $24.0 million and Products adjusted gross profit grew 32% year-over-year to $22.7 million.

•CouponFollow.com saw continued strong performance in Q2, posting a 44% year-over-year increase in organic sessions.

•System1 launched 1.org, a free charitable-focused search engine that allows users to support nonprofit organizations simply by searching the web.

•Startpage.com continues to build on its positive momentum, with more than a 25% increase in daily active users in June 2025 versus the prior year.

•In collaboration with Startpage, Mapquest created and launched a white-label consumer mapping solution for integration into third party websites and search engines.

Given the current uncertainty related to one of our key advertising partners’ marketplaces, as well as the potential impact of broader volatility in online advertising demand and evolving tariff policies, we do not plan to provide financial guidance for the third quarter of 2025.

About System1, Inc.

System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1’s RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1’s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Readers or users of this press release should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this press release should also carefully review the "Risk Factors" and other information included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2024, as well as our Form 10-Qs, Form 8-Ks a

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Exhibit 99.1

System1 Announces Strong First Quarter 2025 Financial Results

All Key Financial Results At or Above the High-End of Guidance Range

•Revenue Decreased 12% Year-Over-Year to $74.5 Million

•GAAP Gross Profit Increased 53% Year-Over-Year to $28.4 Million

•Adjusted Gross Profit Increased 33% Year-Over-Year to $41.5 million

•GAAP Net Loss Increased 44% Year-Over-Year to $19.9 Million

•Adjusted EBITDA Increased 2754% Year-Over-Year to $12.1 Million

LOS ANGELES, CA – May 6, 2025 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, today announced its financial results for the first quarter of 2025.

"We are pleased to report another solid quarter where our key financial metrics were all above the high end of our guidance for the period," commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. "We are seeing strong execution by our team across our business lines, especially in our Owned and Operated products, and the investments we have been making in AI are showing up in our results."

Tridivesh Kidambi, Chief Financial Officer of System1, commented, "We are thrilled with our first quarter financial results and are especially encouraged by our return to year-over-year growth across several of our key financial metrics. We remain committed to delivering strong financial results, while continuing to focus on operating expense reduction initiatives. Looking ahead, we are bullish on the long-term prospects of the business and look forward to a year of focused execution delivering continued growth."

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

First Quarter 2025 Highlights

•System1 continued to update and improve our RAMP platform by integrating agentic coding and generative AI into the development process, which is driving faster development cycles for platform enhancements. These enhancements are accelerating the scale of campaign rollouts, while improving optimization accuracy, which is contributing to greater monetization efficiency – reinforcing management's belief in RAMP's role as a scalable engine for growth across our Owned & Operated and Partner Network businesses."

•CouponFollow.com started the year with another strong quarter posting a 162% year-over-year increase in organic sessions in Q1 2025, while renewing or expanding key brand partnerships.

•MapQuest gained significant traction with the launch of the "Gulf of Mexico/America Naming Generator". The Naming Generator had approximately 280,000 active users, with at least 820,000 names generated, and drove an additional 180,000 downloads to the MapQuest mobile application.

Given the current uncertainty related to one of our key advertising partners’ marketplaces, as well as the potential impact of broader volatility in online advertising demand and evolving tariff policies, we do not plan to provide financial guidance for the second quarter of 2025.

About System1, Inc.

System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1’s RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1’s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Readers or users of this press release should evaluate the risk

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Exhibit 99.1

System1 Announces Fourth Quarter and Full Year 2024 Financial Results

Fourth Quarter Financial Highlights:

•Revenue Decreased 21% Over Prior Year to $75.6 million

•Gross Profit Increased 28% Over Prior Year to $31.8 million

•Adjusted Gross Profit Increased 19% Over Prior Year to $44.7 million

•GAAP Net Loss Decreased 29% Over Prior Year to $18.0 million

•Adjusted EBITDA Increased 79% Over Prior Year to $17.9 million

Fiscal Year 2024 Results:

•Revenue Decreased 14% Over Prior Year to $343.9 million

•Gross Profit Decreased 2% Over Prior Year to 101.3 million

•Adjusted Gross Profit Decreased 1% Over Prior Year to $152.3 million

•GAAP Net Loss Decreased 13% Over Prior Year to $97.3 million

•Adjusted EBITDA Increased 32% Over Prior Year to $38.6 million

LOS ANGELES, CA – March 10, 2025 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, today announced its financial results for the fourth quarter and full year 2024.

"System1 closed out 2024 on a strong note, achieving solid growth in Adjusted Gross Profit and Adjust EBITDA. Our team remains committed to strong execution and delivering value for our partners and customers,” said Michael Blend, System1’s Co-Founder & Chief Executive Officer. “Looking ahead to 2025, we remain cautiously optimistic as we continue to navigate shifting marketing conditions. Our focus on disciplined expense management and strategic investments is positioning System1 for long-term, sustainable growth."

Tridivesh Kidambi, Chief Financial Officer of System1, added, "We ended 2024 demonstrating financial discipline and operational efficiency in a volatile market. Throughout the year, we remained focused on optimizing our cost structure, enhancing monetization strategies, and driving profitability. As we move into 2025, we are cautiously optimistic about the opportunities ahead. Additionally, we are actively working to optimize our capital structure to ensure we are well-positioned for long-term growth and shareholder value creation."

Note: Unless otherwise noted, comparative financial results reflect the divestiture of Total Security Limited, the Company's anti-virus subscription business, which was completed on November 30, 2023. Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

Fourth Quarter Business Highlights

•RAMP platform continues to see major improvements from automation and AI initiatives, with a 500%+ increase in the number of campaign launches year-over-year in Q4 2024.

•CouponFollow.com continued strong forward momentum with a 129% year-over-year increase in organic sessions in Q4 2024, as well as continued expansion of key merchant relationships.

•In October 2024 and February 2025, the Company renewed both of its advertising arrangements with Google. The new agreements have termination dates in 2027.

First Quarter 2025 Guidance

The Company expects for the first quarter of 2025:

•Revenue between $69 million and $71 million

•Gross Profit between $25 million and $27 million

•Adjusted Gross Profit between $38 million and $40 million

•Adjusted EBITDA between $9 million and $11 million

In reliance on the unreasonable efforts exception for forward-looking information provided under Regulation S-K, the Company is not reasonably able to provide a quantitative reconciliation of Adjusted Gross Profit and Adjusted EBITDA to the most directly comparable GAAP financial measures without unreasonable effort due to uncertainties regarding stock-based compensation, taxes and other potential adjustments. The variability of these items could have an unpredictable, and potentially significant, impact on the Company's future GAAP financial results. For the first quarter of 2025, the Company expects interest expense in the range of $7.0 million to $7.5 million, depreciation and amortization expense in the range of $20.5 million to $21.0 million, and acquisition and restructuring costs to be in the range of $2.5 million to $3.0 million.

The Company's achievement of the anticipated results is subject to risks and uncertainties, including those disclosed in its filings with the U.S. Securities and Exchange Commission. The outlook does not take into account the impact of any unanticipated developments in the business or changes in the operating environment.

About System1, Inc.

System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1's RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit www.system1.com.

Cautionary Statement Re

sst-20250310

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 10, 2025

System1, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-3933192-3978051

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

4235 Redwood Avenue

Los Angeles, California, 90066

(Address of principal executive offices including zip code)

(310) 924-6037

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per shareSSTNew York Stock Exchange

Redeemable warrants, each whole warrant exercisable for one Class A Common Stock share at an exercise price of $11.50 per shareSST.WSNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 7.01 - Regulation FD Disclosure

Supplemental Financial Information

On March 10, 2025, System1, Inc. (the “Company”) posted supplemental financial information for its quarter ended December 31, 2024 on the Company’s website at https://ir.system1.com. A copy of the supplemental financial information is furnished herewith as Exhibit 99.1.

Investor Presentation

Also on March 10, 2025, the Company has made available on its website located at https://ir.system1.com/events-and-presentations/ an investor presentation, which may be used in presentations to investors and others from time to time. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report and is hereby incorporated by reference to this Item 7.01. Without limiting the generality of the foregoing, the “Forward-Looking Statements” disclosure contained in the investor presentation is incorporated by reference into this Item 7.01.

The Company’s website and the information contained on, or that can be accessed through, the Company’s website will not be deemed to be incorporated by reference in, and are not considered part of, this Current Report.

The foregoing supplemental financial information, investor presentation and related information (including the exhibits set forth in Item 9.01 hereto) in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.Description

99.1 Fourth Quarter 2024 Supplemental Financial Information

99.2 Fourth Quarter 2024 Investor Presentation

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

System1, Inc.

Date:March 10, 2025 By: /s/ Tridivesh Kidambi

Name: Tridivesh Kidambi

Title: Chief Financial Officer

3

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Exhibit 99.1

System1 Announces Strong Third Quarter 2024 Financial Results

All Key Financial Results At or Above the High-End of Guidance Range

•Revenue Increased 1% Over Prior Year to $88.8 Million

•GAAP Gross Profit Flat Over Prior Year at $24.8 Million

•Adjusted Gross Profit Increased 1% Over Prior Year to $37.6 Million

•GAAP Net Loss Increased $4.7 million Over Prior Year to $30.6 Million

•Adjusted EBITDA Increased 27% Over Prior Year to $10.3 Million

LOS ANGELES, CA – November 7, 2024 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, today announced its financial results for the third quarter of 2024.

"We are pleased to report another solid quarter where our key metrics were either at or above the high end of our financial guidance for the period," commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. "We are seeing strong execution by our team across our business lines, especially in our Owned and Operated products, and our tight focus on operating efficiency is showing up in our financial results."

Tridivesh Kidambi, Chief Financial Officer of System1, commented, "We are pleased to report our third quarter financial results and are especially heartened to return to year-over-year growth across several of our key financial metrics. We remain committed to delivering strong financial results, while also continuing to focus on operating expense reduction initiatives. We remain bullish on the long-term prospects of the business and look forward to a strong finish to this year."

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

Third Quarter 2024 Highlights

•CouponFollow.com experienced an over 100% year-over-year increase in organic sessions to its website, and users of our savings-focused browser extensions more than doubled.

•Startpage completed the roll out of its Private Browser app launching the Android version, and has seen significant downloads and engagement – with more than 200,000 downloads across Android and iOS.

•MapQuest finalized a new multi-year deal with HERE to serve as its backend mapping technology provider allowing for an improved user experience and mapping performance, while also offering significant cost savings throughout the term of the partnership.

Exhibit 99.1

About System1, Inc.

System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1’s RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause System1’s actual financial results or operating performance to be materially different from those expressed or implied by these forward-looking statements. Readers or users of this press release should evaluate the risk factors summarized below, which summary list is not exclusive. Readers or users of this press release should also carefully review the "Risk Factors" and other information included in our Annual Report on Form 10-K for the fiscal year ending December 31, 2023, as well as our Form 10-Qs, Form 8-Ks and other reports filed with the Securities and Exchange Commission (the "SEC") from time to time. Please refer to these SEC filings for additional information regarding the risks and other factors that may impact System1’s business, prospects, financial results and operating performance.

Such risks, uncertainties and assumptions inc

sst-20241107

0001805833FALSE00018058332024-11-072024-11-070001805833us-gaap:CommonStockMember2024-11-072024-11-070001805833sst:RedeemableWarrantsMember2024-11-072024-11-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 7, 2024

System1, Inc.

(Exact name of registrant as specified in its charter)

Delaware001-3933192-3978051

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

4235 Redwood Avenue

Los Angeles, California 90066

(Address of principal executive offices) (Zip Code)

(310) 924-6037

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per shareSSTNew York Stock Exchange

Redeemable warrants, each whole warrant exercisable for one Class A Common Stock share at an exercise price of $11.50 per shareSST.WSNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

1

Item 7.01 - Regulation FD Disclosure

On November 7, 2024, System1, Inc. (the “Company”) posted supplemental financial information for its quarter ended September 30, 2024 on the Company’s website at https://ir.system1.com. A copy of the supplemental financial information is furnished herewith as Exhibit 99.1.

The Company’s website and the information contained on, or that can be accessed through, the Company’s website will not be deemed to be incorporated by reference in, and are not considered part of, this Current Report.

The foregoing supplemental financial information and related information (including the exhibit set forth in Item 9.01 hereto) in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.Description

99.1 Third Quarter 2024 Supplemental Financial Information

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

System1, Inc.

Date:November 7, 2024 By: /s/ Tridivesh Kidambi

Name: Tridivesh Kidambi

Title: Chief Financial Officer

3

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Exhibit 99.1

System1 Announces Second Quarter 2024 Financial Results Above High-End of Guidance

All Key Financial Results Above the High-End of Guidance Range

•Revenue Increased $9.7 Million Over Prior Quarter to $94.6 Million

•Gross Profit Increased 40% Over Prior Quarter to $26.1 Million

•Adjusted Gross Profit Increased 24% Over Prior Quarter to $38.8 Million

•GAAP Net Loss Increased 152% Over Prior Quarter to $34.8 Million

•Adjusted EBITDA Increased $9.5 Million Over Prior Quarter to $9.9 Million

•Company Provides Third Quarter Guidance of: $86 Million to $88 Million of Revenue and $8 Million to $10 Million of Adjusted EBITDA

LOS ANGELES, CA – August 8, 2024 – System1, Inc. (NYSE: SST) ("System1" or the "Company"), an omnichannel customer acquisition marketing platform, announced its financial results for the second quarter of 2024.

"We are pleased to report a strong quarter reflecting solid sequential growth in which all of our key financial metrics significantly exceeded our guidance for the period," commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. "Strong execution by our team and continued investment in our RAMP platform leave System1 well-positioned to take advantage of a stabilizing advertising market going forward."

Tridivesh Kidambi, Chief Financial Officer of System1, commented, "We are pleased with our second quarter financial results that exceeded the top end of our guidance ranges. We exited the quarter with significant momentum across our businesses, and we expect this positive momentum to deliver year-over-year increases in financial results for the remainder of the year."

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

Second Quarter 2024 Highlights

•The Company renewed one of its primary monetization relationships with Google.

•CouponFollow.com experienced a 36% year-over-year increase in organic visitors to its site, and its savings-focused browser extensions surpassed 15 million monthly active users.

•Startpage launched its Private Browser app and has seen over 50,000 downloads with significantly positive user feedback, including over 2,000 five-star ratings to date across the iOS and Android app stores.

•MapQuest saw 10% year-over-year growth in organic visits to its site in the second quarter as a result of the Company’s investments in new content, faster page load speed and improved data quality. MapQuest also launched a custom "Mini Takes the States" mobile navigation application in partnership with BMW in conjunction with its bi-annual "Mini Takes the States" road trip rally event.

Exhibit 99.1

Third Quarter 2024 Guidance

The Company expects for the third quarter of 2024:

•Revenue between $86 million and $88 million.

•Gross Profit between $23 million and $25 million.

•Adjusted Gross Profit between $36 million and $38 million.

•Adjusted EBITDA between $8 million and $10 million.

In reliance on the unreasonable efforts exception for forward-looking information provided under Regulation S-K, the Company is not reasonably able to provide a quantitative reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measures without unreasonable effort due to uncertainties regarding purchase accounting, stock-based compensation, taxes and other potential adjustments. The difference between Gross Profit and Adjusted Gross Profit is primarily depreciation and amortization related to the cost of revenues, which are estimated to be approximately $13 million. The variability of these items could have an unpredictable, and potentially significant, impact on the Company’s future GAAP financial results. For the third quarter of 2024, the Company expects interest expense in the range of $8.0 million to $8.5 million, depreciation and amortization expense in the range of $20.5 million to $21.0 million, and acquisition and restructuring costs to be in the range of $2.0 million to $2.5 million.

The Company’s achievement of the anticipated results is subject to risks and uncertainties, including those disclosed in its filings with the U.S. Securities and Exchange Commission. The outlook does not take into account the impact of any unanticipated developments in the business or changes in the operating environment.

About System1, Inc.

System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1’s RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release include

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Exhibit 99.1

System1 Announces First Quarter 2024 Financial Results

All Key Financial Results Above the High-End of Guidance Range

•Revenue Decreased $11.2 Million Over Prior Quarter to $84.9 Million

•Gross Profit Decreased 25% Over Prior Quarter to $18.6 Million

•Adjusted Gross Profit Decreased 17% Over Prior Quarter to $31.2 Million

•GAAP Net Loss Decreased 46% Over Prior Quarter to $14 Million

•Adjusted EBITDA Decreased $9.6 million Over Prior Quarter to $0.4 Million

•Company Provides Second Quarter Guidance of: $88 Million to $90 Million of Revenue and $5 Million to $7 Million of Adjusted EBITDA

LOS ANGELES, CA – May 9, 2024 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, announced its financial results for the first quarter of 2024.

“We are pleased to report a strong start to the year, with our headline Q1 results exceeding the top end of our guidance ranges for Revenue, Adjusted Gross Profit and Adjusted EBITDA. We had a strong quarter of execution across our core initiatives and I am pleased we were able to deliver these results,” commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. “Looking towards the remainder of 2024, we continue to remain optimistic around increased advertiser demand, and we are confident the investments in our RAMP platform leave System1 well positioned to take advantage of these trends.”

Tridivesh Kidambi, Chief Financial Officer of System1, commented, “We delivered first quarter financial results that exceeded our guidance, which was the result of some better-than-expected trends at the end of the quarter. We currently are expecting the favorable trends to continue and coupled with our cost reductions in the second half of last year, we expect to deliver year-over-year improvement in net loss and growth in Adjusted EBITDA for the remainder of the year. We significantly deleveraged last quarter, and we will continue to aggressively take advantage of opportunities to increase equity value going forward, while continuing to reduce our overall leverage.”

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

First Quarter 2024

•Successfully completed a modified “Dutch auction” tender offer in January of 2024, repurchasing $63.7 million of term debt for a purchase price of $40.9 million, exclusive of fees and expenses. This brought the total debt repaid between November 2023 and January 2024 to $155 million.

•Significant enhancements to RAMP released throughout the quarter focused on automation, with more than 90% of Owned & Operated customer acquisition advertising decisions now automated.

•Released several improvements to RAMP Partner Portal, including enhanced reporting and self-serve functionality for Network Partners.

Exhibit 99.1

Second Quarter 2024 Guidance

The Company expects for the second quarter of 2024:

•Revenue between $88 million and $90 million.

•Gross Profit between $20 million and $22 million.

•Adjusted Gross Profit between $33 million and $35 million.

•Adjusted EBITDA between $5 million and $7 million.

In reliance on the unreasonable efforts exception for forward-looking information provided under Regulation S-K, the Company is not reasonably able to provide a quantitative reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP financial measures without unreasonable effort due to uncertainties regarding purchase accounting, stock-based compensation, taxes and other potential adjustments. The difference between Gross Profit and Adjusted Gross Profit is primarily depreciation and amortization related to the cost of revenues, which are estimated to be approximately $13 million. The variability of these items could have an unpredictable, and potentially significant, impact on the Company’s future GAAP financial results. For the first quarter of 2024, the Company expects interest expense in the range of $7.0 million to $7.5 million, depreciation and amortization expense in the range of $20 million to $21 million, and acquisition and restructuring costs to be in the range of $2.0 million to $2.5 million.

The Company’s achievement of the anticipated results is subject to risks and uncertainties, including those disclosed in its filings with the U.S. Securities and Exchange Commission. The outlook does not take into account the impact of any unanticipated developments in the business or changes in the operating environment.

About System1, Inc.

System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1’s RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, an

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Exhibit 99.1

System1 Announces Fourth Quarter and Full Year 2023 Financial Results

All Key Financial Results Above the High-End of Guidance Range

Fourth Quarter Financial Highlights:

•Revenue Increased 9% Over Prior Quarter to $96.1 million

•Gross Profit Increased 1% Over Prior Quarter to $25 million

•Adjusted Gross Profit Increased 1% Over Prior Quarter to $37.5 million

•GAAP Net Loss Decreased 2% Over Prior Quarter to $25 million

•Adjusted EBITDA Increased 24% Over Prior Quarter to $10 million

Fiscal Year 2023 Results:

•Revenue of $402.0 million

•Gross Profit of $103.4 million

•Adjusted Gross Profit of $153.3 million

•GAAP Net Loss of $111.3 million

•Adjusted EBITDA of $29.2 million

LOS ANGELES, CA – March 18, 2024 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, announced its financial results for the fourth quarter and full year 2023.

Unless otherwise noted, all financial results are reflect the divestiture of Total Security Limited (“Total Security”), the Company’s anti-virus subscription business, which was completed on November 30, 2023.

“We are pleased to report results for Q4 that exceeded our guidance for Revenue, Adjusted Gross Profit and Adjusted EBITDA, despite what continued to be a challenging online advertising environment. I am especially pleased that our core advertising business was able to execute despite significant management focus on the sale of Total Security,” commented Michael Blend, System1’s Co-Founder & Chief Executive Officer. “Looking forward to 2024 and beyond, we expect to benefit from macro tailwinds around increased advertiser demand and the forthcoming deprecation of third-party cookies in Chrome. Coupled with our initiatives to integrate AI within our RAMP platform, a resurgence in our Partner Network business and a streamlined strategic focus following the Total Security sale, we are optimistic about both 2024 and the years ahead.”

Tridivesh Kidambi, Chief Financial Officer of System1, commented, “We are pleased to close another strong quarter and finish the year with positive momentum heading into 2024, with reflecting quarter-over-quarter growth on both top line Revenue and Adjusted EBITDA. With the sale of our Total Security consumer subscription business last quarter, we enter 2024 with a streamlined cost structure, a capital-efficient advertising business and substantial liquidity available on our balance sheet. We will continue to be focused on investing for growth in our business, while also strategically deploying our capital to reduce our overall leverage.”

Note: Adjusted Gross Profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

Exhibit 99.1

Fourth Quarter 2023 and Subsequent Business Highlights

•Sold subscription business segment for $240 million of gross cash and the retirement of approximately 29.1M Class A shares.

•Successfully completed a modified “Dutch auction” tender offer in January of 2024, repurchasing $63.7 million of term debt for a purchase price of $40.9 million, exclusive of fees and expenses. This brought the total debt repaid between November 2023 and January 2024 to $155 million.

•Introduced new enhancements to Owned & Operated product offerings, including a new "proof of delivery" feature for its RoadWarrior route-planning app in connection with the launch of a new marketplace for subscription add-ons.

•Announced a strategic partnership to power the search results of Ecosia, a leading search engine, representing another achievement for System1’s resurgent Partner Network business.

First Quarter 2024 Guidance

The Company expects for the first quarter of 2024:

•Revenue between $82 million and $84 million.

•Gross Profit between $15 million and $17 million.

•Adjusted Gross Profit between $28 million and $30 million.

•Adjusted EBITDA between $(2) million and $(1) million.

In reliance on the unreasonable efforts exception for forward-looking information provided under Regulation S-K, the Company is not reasonably able to provide a quantitative reconciliation of Adjusted Gross Profit and Adjusted EBITDA to the most directly comparable GAAP financial measures without unreasonable effort due to uncertainties regarding purchase accounting, stock-based compensation, taxes and other potential adjustments. The variability of these items could have an unpredictable, and potentially significant, impact on the Company’s future GAAP financial results. For the first quarter of 2024, the Company expects interest expense in the range of $7.5 million to $8.0 million, depreciation and amortization expense in the range of $20 million to $21 million, , and acquisition and restructuring costs to be in the range of $2.0 million to $2.5 million.

The Company’s achievement of the anticipated results is subject to risks and uncertainties, including those disclo

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Exhibit 99.1

System1 Announces Second Quarter 2023 Financial Results

•Revenue Decreased 33% Year-Over-Year to $147 Million

•Gross Profit Decreased 26% Year-Over-Year to $41 Million

•Adjusted Gross Profit Decreased 21% Year-Over-Year to $53 Million

•GAAP Net Loss of $44 Million

•Adjusted EBITDA of $15 Million

•Company Provides Second Half 2023 Guidance of: $289 Million to $297 Million of Revenue and $35 Million to $40 Million of Adjusted EBITDA

LOS ANGELES, CA – August 9, 2023 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, announced its financial results for the second quarter of 2023.

“While we continue to see ongoing challenges in the markets in which we operate, System1’s overall gross profit grew sequentially and our team has continued to navigate this difficult environment,” said Michael Blend, Co-Founder & Chief Executive Officer. “Our network advertising business is seeing significant traction, and we added almost 200,000 subscribers quarter-over-quarter, to end the quarter with almost 2.8 million subscribers.”

Tridivesh Kidambi, Chief Financial Officer, commented, “We are highly focused on positioning the company to take advantage of the eventual upturn in the advertising market. Our RAMP platform continues to maintain a profitable spread for our advertising business, and we accelerated subscriber growth in our subscription business. While our quarter was negatively impacted by the termination of a significant Network Advertising partner, we expect to narrow our declines in the second half of the year, and ultimately exit 2023 with accelerated momentum leading into 2024 and beyond.”

Exhibit 99.1

Second Quarter 2023 Financial Highlights

•Gross Profit decreased 26% year-over-year to $41 million, compared to $55 million in the prior year.

•Adjusted Gross Profit decreased 21% year-over-year, and increased 12% quarter-over-quarter to $53 million compared to $48 million in the prior quarter.

•Net Loss of $44 million, compared to net loss of $34 million in the prior year.

•Adjusted EBITDA decreased 57% year-over-year to $15 million compared to $34 million in the prior year.

•Financial results for the quarter were negatively impacted by the termination in late July of a Network Advertising partner, resulting in a $3.3 million charge.

Second Half 2023 Guidance

The Company expects for the second half of 2023:

•Revenue between $289 million and $297 million.

•Gross Profit between $75 million and $80 million.

•Adjusted Gross Profit between $100 million and $105 million.

•Adjusted EBITDA between $35 million and $40 million.

In reliance on the unreasonable efforts exception for forward-looking information provided under Regulation S-K, the Company is not reasonably able to provide a quantitative reconciliation of Adjusted Gross Profit and Adjusted EBITDA to the most directly comparable GAAP financial measures without unreasonable effort due to uncertainties regarding purchase accounting, stock-based compensation, taxes and other potential adjustments. The variability of these items could have an unpredictable, and potentially significant, impact on the Company’s future GAAP financial results. For the second half of 2023, the Company expects interest expense in the range of $21 million to $23 million, depreciation and amortization expense in the range of $57 million to $60 million, and select non-recurring items including Protected.net acquisition bonus accrual expense in the range of $10 million to $12 million, and acquisition and restructuring costs to be in the range of $4 million to $7 million.

The Company’s achievement of the anticipated results is subject to risks and uncertainties, including those disclosed in its filings with the U.S. Securities and Exchange Commission. The outlook does not take into account the impact of any unanticipated developments in the business or changes in the operating environment, nor does it take into account the impact of the Company’s acquisitions, dispositions or financings during 2023.

Business Highlights

•The Company’s RAMP platform acquired over 800 million sessions to its Owned & Operated properties and maintained a spread of $0.03 per session for the fourth quarter in a row.

•Announced the launch of its RAMP Partner Console, a new portal designed to provide Network Advertising partners with a powerful set of self-serve tools and reporting capabilities.

•Private search engine Startpage introduced a new mobile offering with enhanced product features, including product listing ads and shopping, and the incorporation of Microsoft Bing search.

•In June, the Company was selected as the Global Supply Partner of the year out of the Microsoft Advertising regional winners that were announced in March.

•Finished the quarter with almost 2.8 million subscribers, up over 20% year-over-year, reflecting an increase of almost 200,000

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Exhibit 99.1

System1 Announces First Quarter 2023 Financial Results

•Revenue decreased 23% Year-Over-Year to $168 Million

•Gross Profit decreased 19% Year-Over-Year to $35 Million

•Adjusted Gross Profit decreased 17% Year-Over-Year to $48 Million

•GAAP Net Loss of $43 Million

•Adjusted EBITDA of $10.3 Million

•Company Provides Second Quarter 2023 guidance of: $146 Million to $149 Million of Revenue and $17 Million to $19 Million of Adjusted EBITDA

LOS ANGELES, CA – July 3, 2023 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, announced its financial results for the first quarter of 2023.

“We continued to see a declining digital advertising market in Q1, but I am pleased our team successfully navigated through a particularly challenging environment,” said Michael Blend, Co-Founder & Chief Executive Officer. “While revenue and profitability were down year-over-year and sequentially, as expected, our RAMP platform upgrade in 2022 continues to bear fruit. On the subscription side, we increased our customer acquisition spend 23% over the fourth quarter to $32.6 million and ended the quarter with over 2.6 million subscribers. We exited Q1 with regained momentum in our advertising business, and we expect to sustain the growth in our subscription business. Overall, we remain bullish on the remainder of 2023.”

Tridivesh Kidambi, Chief Financial Officer, commented, “Our results highlighted the ability of our platform to generate gross profit dollars no matter the environment. As indicated by our guidance for Q2, our platform continues to prove its ability to scale, and deliver incremental gross profit dollars with an extremely high flow-through rate to our bottom line. Further, we believe that our proven track record to optimally deploy resources and capital against nascent opportunities will remain a competitive advantage both in the near and long-term.”

Explanatory Note of Year-Over-Year Comparisons

For financial reporting purposes, S1 Holdco, LLC has been determined to be the accounting predecessor, and therefore its financial results are presented for all periods prior to the Business Combination with Trebia Acquisition Corp. (subsequently renamed System1) on January 26, 2022. All year-over-year comparisons for the first quarter of 2023 combine results from January 27, 2022 through March 31, 2022 (Successor period) and January 1, 2022 through January 26, 2002 (Predecessor period) in the prior period. Please refer to the tables at the end of this release for further details on financial results for each of the Successor and Predecessor periods in Q1 of 2022.

Exhibit 99.1

First Quarter 2023 Financial Highlights

•Revenue decreased 23% year-over-year to $168 million compared to $219 million in the prior year.

•Gross Profit decreased 19% year-over-year to $35 million.

•Adjusted Gross Profit decreased 17% year-over-year to $48 million compared to $57 million in the prior year.

•Net loss of $43 million, compared to $81 million of net loss in the prior year.

•Adjusted EBITDA decreased 63% year-over-year to $10.3 million compared to $27.6 million in the prior year.

Second Quarter 2023 Guidance

The Company expects for the second quarter of 2023:

•Revenue between $146 million and $149 million.

•Gross Profit between $41.5 million and $43.5 million

•Adjusted Gross Profit between $53 million and $55 million.

•Adjusted EBITDA between $17 million and $19 million.

In reliance on the unreasonable efforts exception for forward-looking information provided under Regulation S-K, the Company is not reasonably able to provide a quantitative reconciliation of Adjusted Gross Profit and Adjusted EBITDA to the most directly comparable GAAP financial measures without unreasonable effort due to uncertainties regarding purchase accounting, stock-based compensation, taxes and other potential adjustments. The variability of these items could have an unpredictable, and potentially significant, impact on the Company’s future GAAP financial results. For the second quarter of 2023, the Company expects interest expense in the range of $12 million to $13 million, depreciation and amortization expense in the range of $27 million to $29 million, and select non-recurring items including Protected.net acquisition bonus accrual expense in the range of $13 million to $14 million, and acquisition and restructuring costs to be in the range of $2.5 million to $4.5 million.

The Company’s achievement of the anticipated results is subject to risks and uncertainties, including those disclosed in its filings with the U.S. Securities and Exchange Commission. The outlook does not take into account the impact of any unanticipated developments in the business or changes in the operating environment, nor does it take into account the impact of the Company’s acquisitions, dispositions or financings during 2023.

Business

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Exhibit 99.1

System1 Announces Fourth Quarter and Full Year 2022 Financial Results

Fourth Quarter Financial Highlights:

•Revenue decreased 7% Year-Over-Year to $187 million

•Gross Profit increased 6% Year-Over-Year to $47 million

•Adjusted Gross Profit increased 31% Year-Over-Year to $59 million

•GAAP Net Loss of $51 million

•Adjusted EBITDA increased 18% Year-Over-Year to $27 million, In-Line with Guidance

LOS ANGELES, CA – June 6, 2023 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, announced its financial results for the fourth quarter and full year 2022.

“Against a challenging operating environment, System1’s fourth quarter results were in-line with expectations as we continued to invest in the initiatives that will drive growth across both of our major business lines”, commented Michael Blend, Co-Founder & Chief Executive Officer. “We expect 2023 to show increasing acceleration in our subscription business, while our advertising business is poised to move back into growth mode as we continue to navigate an uncertain digital advertising market. Despite macro headwinds in both advertiser and consumer demand, we are forecasting significant EBITDA and cashflow in 2023.”

Tridivesh Kidambi, Chief Financial Officer of System1, commented, “We are pleased with our fourth quarter financial and operating results, as we delivered revenue, adjusted gross profit and adjusted EBITDA in-line with our guidance. We remain confident in both the long-term power and efficiency of RAMP and our diversified business model, and we are taking the proper steps to be successful regardless of the external macro environment. We believe the overall market for both advertising and consumer demand reached its low-point in Q1 of 2023, and we believe our investment focus and capital allocation decisions position us for a strong rebound this year.”

Note: Adjusted gross profit and Adjusted EBITDA are non-GAAP metrics that are defined and reconciled at the end of this release.

Fourth Quarter 2022 Financial Highlights

•Revenue decreased 7% year-over-year to $187 million compared to $200 million in the prior year.

•Gross profit increased 6% year-over-year to $47 million.

•Adjusted Gross Profit increased 31% year-over-year to $59 million compared to $45 million in the prior year.

•Net loss of $51 million, compared to $3 million of net income in the prior year. The net loss was primarily driven by non-cash impairment charges related to the write-down of goodwill of $26 million in the fourth quarter.

•Adjusted EBITDA increased 18% year-over-year to $26 million compared to $22 million in the prior year.

•The Company also filed restated 10-Qs for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. The restatements corrected certain errors identified by the Company related to its accounting for (i) the valuation and purchase price allocation of certain intangible assets acquired in the Company’s business combination (the “Business Combination”) with S1 Holdco, LLC and System1 SS Protect Holdings, Inc. (“Protected”) on January 27, 2022, (ii), equity awards including certain restricted stock awards with market-based vesting conditions that were granted in connection with the Business Combination, (iii) the valuation and purchase price allocation of intangible assets acquired in the Company’s acquisition of NextGen Shopping, Inc., d/b/a CouponFollow ("CouponFollow") on March 4, 2022, and (iv) certain other errors.

FY 2022 Financial Highlights

Exhibit 99.1

•Revenue in the predecessor period was $53 million and revenue in the successor period was $774 million, compared to $688 million in the prior year. Gross profit in the predecessor period was $6 million and gross profit in the successor period was $189 million, compared to $163 million in the prior year.

•Adjusted Gross Profit in the predecessor period was $11 million and adjusted Gross Profit in the successor period was $235 million, compared to $167 million in the prior year.

•Net loss in the predecessor period was $37 million and net loss in the successor period was $442 million, compared to net income of $33 million in the prior year. The net loss was primarily driven by non-cash impairment charges related to the write-down of goodwill of $366 million combined in the third and fourth quarters of 2022.

•Adjusted EBITDA in the predecessor period was $1 million and adjusted EBITDA in the successor period was $118 million, compared to $88 million in the prior year.

•While the Company continues to pursue its claims related to the one-time ad credit in Q2 of 2022 of $6.3 million of gross profit and Adjusted EBITDA, the Company is no longer excluding these expenses from its calculation of Adjusted Gross Profit and Adjusted EBITDA in accordance with updated guidance derived from Compliance & Disclosure Interpretations issued by the st

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Exhibit 99.1

System1 Announces Third Quarter 2022 Financial Results

•Revenue Grew 17% Year-Over-Year to $201 Million

•Gross Profit Grew 21% Year-Over-Year to $50 Million

•Adjusted Gross Profit Grew 49% Year-Over-Year to $63 Million

•Net Loss of $38 Million

•Adjusted EBITDA increased 28% to $29 Million Compared to $23 Million in the Prior Year

•Company Updates Full-Year 2022 Guidance: $830 Million to $845 Million of Revenue, $255 Million to $260 Million of Adjusted Gross Profit and $125 Million to $130 Million of Adjusted EBITDA

LOS ANGELES, CA – November 10, 2022 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, announced its financial results for the third quarter of 2022.

“During Q3, System1 continued to make progress on our key operating priorities, including a significant upgrade to our RAMP platform, scaling new subscription products and integrating our recent acquisitions,” commented Michael Blend, Co-Founder & Chief Executive Officer. “Despite seeing headwinds in the advertising environment, our platform generated significant annual growth and adjusted EBITDA. While continuing to invest for our longer-term success, we also retain the flexibility to deploy capital under our previously announced stock and warrant repurchase authorization.”

Tridivesh Kidambi, Chief Financial Officer of System1, commented, “While the macro environment remains challenging, we are pleased with our third quarter financial and operating results. Our business generated $63 million of adjusted gross profit via our RAMP platform, even in a difficult macro environment. We expect to see significant softness in the advertising marketplace through the rest of the year, but we remain optimistic for a rebound in 2023 and believe we have positioned our businesses to take advantage of an improving marketplace.”

Explanatory Note of Year-Over-Year Comparisons

For financial reporting purposes, S1 Holdco, LLC has been determined to be the accounting predecessor, and therefore its financial results are presented for all periods prior to the Business Combination with Trebia Acquisition Corp. (subsequently renamed System1).

Exhibit 99.1

Third Quarter 2022 Financial Highlights

•Revenue increased 17% year-over-year to $201 million compared to $171 million in the prior year.

•Gross Profit grew 21% year-over-year to $50 million.

•Adjusted Gross Profit increased 49% year-over-year to $63 million compared to $43 million in the prior year.

•Net loss of $38 million, compared to $11 million of net income in the prior year.

•Adjusted EBITDA increased 28% year-over-year to $29 million compared to $23 million in the prior year.

Full-Year 2022 Guidance

•The Company is updating its full year outlook to reflect current economic conditions. The Company expects for the full year 2022:

◦Revenue between $830 million and $845 million.

◦Adjusted Gross Profit between $255 million and $260 million.

◦Adjusted EBITDA between $125 million and $130 million.

◦2022 guidance for Revenue, Adjusted Gross Profit, and Adjusted EBITDA includes Protected.net unaudited financial results prior to January 27, 2022.

Third Quarter 2022 Business Highlights

•Released several important upgrades to its RAMP platform, including the consolidation of core ad serving systems, improved machine learning pipelines and key tooling features to leverage System1’s first-party data.

•Acquired 1.1 billion sessions to its Owned & Operated properties via its RAMP platform and increased its margin per session to 38% versus 29% last year.

•MapQuest launched a new strategic partnership with HERE Technologies, one of the world’s top data and geospatial technology providers. This partnership will provide the long-term foundation for MapQuest to invest in new products and features to enhance the service for both its individual and business customers.

•Added over 300,000 new subscribers to its suite of subscription products, and the TotalAdBlock product passed 400,000 total paying subscribers.

Exhibit 99.1

About System1, Inc.

System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1’s RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements” “within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results or “guidance” for fiscal year 2022. Forward-looking

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Exhibit 99.1

System1 Announces Second Quarter 2022 Financial Results

•Revenue Grew 30% Year-Over-Year to $220 Million

•Revenue Grew 7% Year-Over-Year on a Pro Forma Basis

•Gross Profit1 Grew 55% Year-Over-Year to $67 Million

•Adjusted Gross Profit Grew 31% Year-Over-Year to $74 Million on a Pro Forma Basis

•Net Loss of $34 million

•Adjusted EBITDA increased 20% to $41 million compared to $34 Million in the prior year on a Pro Forma Basis

•Company Announces $25 million Stock and Warrant Repurchase Program

•Company Updates Full-Year 2022 Guidance: $900 Million to $930 Million of Pro Forma Revenue, $285 Million to $295 Million of Pro Forma Adjusted Gross Profit and $155 Million to $165 Million of Pro Forma Adjusted EBITDA

LOS ANGELES, CA – August 11, 2022 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, announced its financial results for the second quarter of 2022.

“System1 made considerable progress in Q2 on our key operating priorities that will enable us to triple our scale over the next few years. We launched new subscription products, began rolling out our next-generation RAMP technology, and integrated our latest acquisitions,” commented Michael Blend, Co-Founder & Chief Executive Officer. “Despite macro headwinds in the advertising environment, we are forecasting substantial growth and increasing cashflow. We are continuing to invest in our platform and remain focused on the opportunities that will drive our long-term growth. Further, our newly authorized stock and warrant repurchase program demonstrates our confidence in our long-term prospects and the underlying fundamentals of our business.”

Tridivesh Kidambi, Chief Financial Officer of System1, commented, “We are pleased with our second quarter financial and operating results, as we delivered growth in revenue, adjusted gross profit and adjusted EBITDA. Similar to our peers, we are seeing softness in the advertising marketplace, which has impacted our full year outlook. We remain confident in both the power and efficiency of RAMP and our business model, and we expect the slowdown in growth to be temporary.”

Explanatory Note of Year-Over-Year Comparisons

For financial reporting purposes, S1 Holdco has been determined to be the accounting predecessor and therefore its financial results are presented for all periods prior to the Business Combination with Trebia. In order to present comparable financial information, year-over-year comparisons of financial results against the second quarter of 2021 combine the unaudited financial results of Protected with the unaudited financial results of S1 Holdco for the second quarter of 2021. The Company believes it is important to provide these pro forma financial results for investors and other stakeholders to properly evaluate its performance in 2022 relative to comparable information provided in prior periods. Please refer to the tables at the end of this release for a reconciliation of the pro forma financial results as presented herein to the individual financial results of S1 Holdco, Protected and System1, respectively, for the respective successor and predecessor periods. These pro forma financial results are not prepared in accordance with Article 11 of Regulation S-X.

1 Gross profit is defined as revenue less cost of revenue (exclusive of depreciation and amortization)

Exhibit 99.1

Second Quarter 2022 Financial Highlights

•Revenue increased 30% year-over-year to $220 million compared to $170 million in the prior year.

•Revenue increased 7% year-over-year on a pro forma basis2.

•Gross profit increased 55% year-over-year to $67 million compared to $43 million in the prior year.

•Adjusted Gross Profit increased 31% year-over-year to $74 million compared to $56 million in the prior year on a pro forma basis2.

•Net loss of $34 million, compared to $12 million of net income in the prior year.

•Adjusted EBITDA increased 20% year-over-year to $41 million compared to $34 million in the prior year on a pro forma basis2.

•Adjusted Gross Profit and Adjusted EBITDA excludes $6 million negative impact to gross profit in the second quarter of 2022 caused by a traffic partner advertising network inadvertently sending fraudulent traffic to the Company.

Full-Year 2022 Guidance

•The Company is updating its full year outlook to reflect current economic conditions. The Company expects for the full year 2022:

◦Pro forma Revenue between $900 million and $930 million

◦Pro forma Adjusted Gross Profit between $285 million and $295 million

◦Pro forma Adjusted EBITDA between $155 million and $165 million.

Second Quarter 2022 Business Highlights

•On May 4, 2022, the Company completed the acquisition of Answers.com, one of the largest destinations for higher education and lifelong learning content, to add to its portfolio of Owned & Operated publishing sites and search destinations

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Exhibit 99.1

System1 Announces Preliminary First Quarter 2022 Financial Results

•Revenue Grew 48% Year-Over-Year to $219 Million1

•Pro Forma Revenue Grew 29% Year-Over-Year to $231 Million

•Gross Profit Grew 55% Year-Over-Year to $57 Million2

•Pro Forma Gross Profit Grew 58% Year-Over-Year to $61 Million

•Company Has Completed Three Acquisitions Year-To-Date, Including Answers.com On May 4th

•Company Reaffirms Full-Year 2022 Guidance of Revenue and Pro Forma Revenue of $1.0 Billion and Pro Forma Adjusted EBITDA of $174 Million

LOS ANGELES, CA – May 12, 2022 – System1, Inc. (NYSE: SST) (“System1” or the “Company”), an omnichannel customer acquisition marketing platform, announced its preliminary results for the first quarter 2022.

“We are pleased to report excellent progress during the first quarter, with record results across our advertising and subscription business lines,” commented Michael Blend, Co-Founder & Chief Executive Officer of System1. “Our strong execution and year-over-year growth speaks to the increasing value of our RAMP technology platform, as well as the resiliency of our business model. Our team is executing well and we are excited about the tremendous opportunities ahead of us.”

Tridivesh Kidambi, Chief Financial Officer of System1, commented, “We are thrilled to report strong growth in both revenue and gross profit. Our top-line performance underscores the value that our RAMP technology and complementary brands are bringing to the market. With this strong performance and momentum, we are reaffirming our annual guidance, and look forward to the many opportunities for growth in 2022.”

On January 27, 2022, S1 Holdco, LLC (“S1 Holdco”) and Protected.net Group Ltd. (“Protected”) combined with Trebia Acquisition Corp. (“Trebia”) to form System1, Inc (the “Business Combination”). The Q1 2022 financial statements are comprised of the results of S1 Holdco from January 1, 2022 through January 26, 2022 (the “predecessor period”) and the consolidated results of System1 from January 27, 2022 through March 31, 2022 (“the successor period”).

Explanatory Note

For financial reporting purposes, S1 Holdco has been determined to be the accounting predecessor and therefore its financial results are presented for all periods prior to the Business Combination with Trebia. In order to present comparable financial information, (i) the pro forma financial results for the first quarter of 2021 combine the unaudited financial results of Protected with the unaudited financial results of S1 Holdco, each for the first quarter of 2021, and (ii) the pro forma financial results for the first quarter of 2022 combine the unaudited financial results of Protected for the period between January 1, 2022 and January 26, 2022 with the unaudited financial results of S1 Holdco during the predecessor period together with the consolidated financial results of System1 for the successor period. The Company believes it is important to provide these pro forma financial results for investors and other stakeholders to properly evaluate its performance in 2022 relative to comparable information provided in prior periods. Please refer to the tables at the end of this release for a reconciliation of the pro forma financial results as presented herein to the individual financial results of S1 Holdco, Protected and System1, respectively, for the respective successor and predecessor periods. These pro forma financial results are not prepared in accordance with Article 11 of Regulation S-X.

1 Comprised of $58 million predecessor period revenue and $161 million successor period revenue in Q1 2022.

2 Gross profit is defined as revenue less cost of revenues, excluding depreciation and amortization. Q1 2022 gross profit was comprised of $16 million in the predecessor period and $41 million in the successor period.

Exhibit 99.1

First Quarter 2022 Financial Highlights

•Revenue increased 48% year-over-year to $219 million compared to $148 million in the prior year.

•Pro forma revenue increased 29% year-over-year to $231 million compared to $179 million in the prior year.

•Gross profit increased 55% year-over-year to $57 million compared to $37 million in the prior year.

•Pro forma gross profit increased 58% year-over-year to $61 million compared to $38 million in the prior year.

•Net loss of $86 million3, which includes charges for share-based payments and transaction expenses related to the Company’s recently completed Business Combination in January 2022, compared to $7 million of net income in the prior year.

•Pro forma Adjusted EBITDA increased 58% year-over-year to $30 million compared to $19 million in the prior year.

Second Quarter and Full-Year 2022 Guidance

•The Company expects (i) revenue between $223 million and $233 million, (ii) revenue less cost of revenue (excluding depreciation and amortization) between $67 million and $73 million, and (iii) Adjusted E

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Exhibit 99.1

System1 Announces Fourth Quarter & Full-Year 2021 Financial Results

Full-Year Revenue Up 47% Year-Over-Year to $833 Million, with Fourth

Quarter 2021 Revenue Up 48% Company Increases Guidance for 2022

LOS ANGELES, CA – April 4, 2022 – System1, Inc. (NYSE: SST) (“System1”), an omnichannel customer acquisition marketing platform, announced its results for the fourth quarter and full-year 2021, which represents the combined results of S1 Holdco, LLC (“S1 Holdco”) and Protected.net Group Limited (“Protected.net”) on a pro forma basis.

Michael Blend, Co-Founder & Chief Executive Officer of System1, commented, “We are excited to report our fourth quarter and full year 2021 results, which demonstrate the increasing value of our RAMP technology platform, while we continue to focus on growing our advertising and subscription businesses. For 2022, we see numerous opportunities to expand our business and will continue to invest in and innovate on our RAMP technology platform. As a new public company, we welcome our new shareholders who are joining us as we solidify our position as a leading privacy-centric digital marketer.”

Note

In January 2022, S1 Holdco and Protected.net combined with Trebia Acquisition Corp. (“Trebia”). The 2021 results of Trebia are excluded from this discussion of 2021 financial results, but the separately audited 2021 financial statements of Trebia, S1 Holdco and Protected.net are included in System1’s filings with the SEC. Refer to the tables at the end of this release to reconcile the pro forma results as presented herein to the individual financial results of S1 Holdco and Protected.net.

Fourth Quarter 2021 Financial Highlights

•

Revenue increased 48% year-over-year to $239 million compared to $161 million in the prior year.

•

Net income was $31 million compared to $7 million in the prior year.

•

Adjusted EBITDA increased 65% year-over-year to $37 million compared to $23 million in the prior year.

Full-Year 2021 Financial Highlights

•

Revenue increased 47% to $833 million compared to $567 million in the prior year.

•

Net income was $77 million compared $3 million in the prior year..

•

Adjusted EBITDA increased 103% to $127 million compared to $63 million in the prior year.

Full-Year 2022 Guidance

•

The Company expects revenue of $1.0 billion, up 20% year-over-year and Adjusted EBITDA of $174 million, up 37% year-over-year, respectively, for the full year 2022.

•

The guidance presented above includes the contribution of the RoadWarrior and CouponFollow acquisitions completed in Q1 2022, with such acquisitions accounting for $25 million of revenue and $15 million of Adjusted EBITDA reflected in the full year 2022 guidance.

Business Highlights

•

On January 28, 2022, System1, Inc. started trading on the New York Stock Exchange under the ticker symbol

“SST.”

•

On February 10, 2022, the Company completed the acquisition of RoadWarrior, a subscription app focused on route planning for today’s ever-growing gig economy drivers.

•

On February 11, 2022, the Company announced that it has been named Microsoft Advertising’s 2021 Supply Partner of the Year Americas. This highly coveted award is given to the supply partner who has shown excellence in partnership with Microsoft Advertising across the board.

•

On March 4, 2022, the Company acquired CouponFollow, one of the largest coupon destinations for online shoppers.

About System1

System1 combines best-in-class technology & data science to operate its advanced Responsive Acquisition Marketing Platform (RAMP). System1’s RAMP is omnichannel and omnivertical, and built for a privacy-centric world. RAMP enables the building of powerful brands across multiple consumer verticals, the development & growth of a suite of privacy-focused products, and the delivery of high-intent customers to advertising partners. For more information, visit www.system1.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements “ within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, particularly any statements or materials regarding System1’s future results or “guidance” for fiscal year 2022. Forward-looking statements include, but are not limited to, statements regarding System1 or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a